Common use of Purchaser Shareholder Meeting Clause in Contracts

Purchaser Shareholder Meeting. Purchaser shall, as promptly as practicable after being advised by the staff of the SEC that the staff of the SEC has no further comments on the Proxy Documents, establish a record date (which date shall be mutually agreed with the Company) for, duly call, give notice of, convene and hold the Purchaser Shareholder Meeting. Purchaser shall use its reasonable best efforts to obtain the approval of the Required Approval Matters, including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Purchaser’s constitutional documents for the purpose of approving the Required Approval Matters. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be entitled to adjourn the Purchaser Shareholder Meeting (a) to ensure that any supplement or amendment to the Proxy Statement that the board of directors of Purchaser has determined in good faith is required by applicable Law is disclosed to Purchaser’s shareholders and for such supplement or amendment to be promptly disseminated to Purchaser’s shareholders prior to the Purchaser Shareholder Meeting, (b) if, as of the time for which the Purchaser Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Purchaser Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Purchaser Shareholder Meeting, or (c) by ten (10) Business Days in order to solicit additional proxies from shareholders in favor of the adoption of the Required Approval Matters; provided, that in the event of an adjournment pursuant to clauses (a) or (b) above, the Purchaser Shareholder Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved, and in no event shall the Purchaser Shareholder Meeting be reconvened on a date that is later than five (5) Business Days prior to April 25, 2019 (the “Outside Closing Date”).

Purchaser Shareholder Meeting. Purchaser shallPrior to the Closing Date, as promptly as practicable after being advised by the staff Board of Directors of the SEC that Purchaser shall prepare proxy materials (the staff of the SEC has no further comments on the "Proxy Documents, establish a record date (which date shall be mutually agreed with the CompanyMaterials") for, duly call, and give notice of, of and convene and hold a special meeting of shareholders (the Purchaser Shareholder "Special Shareholders Meeting. Purchaser shall use its reasonable best efforts to obtain the approval of the Required Approval Matters, including by soliciting proxies as promptly as practicable in accordance with applicable Law and the Purchaser’s constitutional documents ") for the purpose of of: (1) approving this Agreement and the Required Approval Matters. Notwithstanding anything transactions contemplated hereby; (2) approving an amendment to the contrary contained in this Agreement, Purchaser shall be entitled Purchaser's Articles of Incorporation (the "Articles of Amendment") to adjourn the Purchaser Shareholder Meeting (a) change the Purchaser's name to ensure that American Rivers Oil Company, Inc.; (b) increase the number of authorized shares of the Purchaser's Common Stock and Preferred Stock and authorize shares of Class B Common Stock in amounts and containing terms so as to allow the consummation of the transactions contemplated hereby; and (3) approving an increase in the number of shares of the Purchaser's Common Stock covered by the Purchaser's 1992 Incentive Stock Option Plan to an amount equal to five percent of the issued and outstanding capital stock of Purchaser. All such actions and communications shall be taken and given in compliance with all laws, rules and regulations applicable to Purchaser. The Sellers shall cooperate with the Purchaser in the preparation and processing of the Proxy Materials in all reasonable respects as requested by the Purchaser and will furnish in writing to the Purchaser the information relating to the Sellers which is required to be set forth therein. Sellers shall pay one-half of Purchaser's reasonable expenses in printing and mailing the Proxy Materials. If at any time prior to the Closing, any event should occur relating to the Sellers which is required to be set forth in an amendment of or supplement or amendment to the Proxy Statement Materials, such party shall promptly inform the Purchaser and shall furnish all necessary information with respect thereto to the Purchaser. Purchaser agrees to recommend to its shareholders that they approve all of the board items specified above in this Section 5.4. Xxxxxx X. Xxxxxxxxxx, Xxxx X. Xxxxx and Xxxxxx X. Xxxxxxxxxx join in this agreement for the purposes of directors of Purchaser has determined in good faith is required by applicable Law is disclosed agreeing to support and recommend such items to Purchaser’s 's shareholders and for such supplement or amendment agree to be promptly disseminated to Purchaser’s shareholders prior to the vote their stock in Purchaser Shareholder Meeting, (b) if, as of the time for which the Purchaser Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Purchaser Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Purchaser Shareholder Meeting, or (c) by ten (10) Business Days in order to solicit additional proxies from shareholders in favor of the adoption of the Required Approval Matters; provided, that in the event of an adjournment pursuant to clauses (a) or (b) above, the Purchaser Shareholder Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved, and in no event shall the Purchaser Shareholder Meeting be reconvened on a date that is later than five (5) Business Days prior to April 25, 2019 (the “Outside Closing Date”)proposals.

Purchaser Shareholder Meeting. (1) Subject to the terms of this Agreement, the Purchaser shall, as promptly as practicable after being advised by the staff of the SEC that the staff of the SEC has no further comments on the Proxy Documents, establish a record date : (which date shall be mutually agreed with the Companya) for, duly call, give notice of, convene and hold conduct the Purchaser Shareholder Meeting. Meeting in accordance with Purchaser’s Constating Documents and Law as soon as reasonably practicable, and in any event on or before January 31, 2021, for the purpose of considering the Purchaser shall use its reasonable best efforts to obtain Shareholder Resolution and for any other proper purpose; (b) unless there has been a Change in Recommendation or Purchaser Change in Recommendation, solicit proxies in favour of the approval of the Required Approval Matters, including Purchaser Shareholder Resolution and against any resolution submitted by soliciting proxies as promptly as practicable in accordance any shareholder of the Purchaser that is inconsistent with applicable Law the Purchaser Shareholder Resolution and the Purchaser’s constitutional documents for completion of any of the purpose of approving the Required Approval Matters. Notwithstanding anything to the contrary contained in transactions contemplated by this Agreement, and the Purchaser shall be entitled may at its own expense, or will if so requested by the Company and at the Company's expense, retain and use the services of investment dealers and proxy solicitation services firms to adjourn solicit proxies in favour of the approval of the Purchaser Shareholder Meeting Resolution; (ac) to ensure that any supplement permit the Company to, at the Company's expense, on behalf of the management of the Purchaser, directly or amendment to the Proxy Statement that the board through a soliciting dealer, actively solicit proxies in favour of directors of Purchaser has determined in good faith is required by applicable Law is disclosed to Purchaser’s shareholders and for such supplement or amendment to be promptly disseminated to Purchaser’s shareholders prior to the Purchaser Shareholder Meeting, (b) if, as Resolution on behalf of management of the time for which Purchaser in compliance with Law and disclose in the Purchaser Shareholder Meeting is originally scheduled Circular that the Company may make such solicitations; (d) promptly advise the Company, at such times as set forth in Company may reasonably request and at least on a daily basis on each of the Proxy Statement), there are insufficient Purchaser Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Purchaser Shareholder Meeting, or (c) by last ten (10) Business Days in order prior to solicit additional proxies from shareholders in favor the date of the adoption Purchaser Shareholder Meeting, as to the aggregate tally of the Required Approval Matters; providedproxies received by Purchaser in respect of the Purchaser Shareholder Resolution; (e) promptly advise the Company of any written communication from any Purchaser Shareholder in opposition to the Purchaser Shareholder Resolution; (f) as promptly as reasonably practicable, prepare and complete, in consultation with Company, the Purchaser Circular together with any other documents required by Law in connection with the Purchaser Shareholder Meeting, and cause the Purchaser Circular and such other documents to be announced and sent to each Purchaser Shareholder and other Person as required by Law, in connection with the Purchaser Shareholder Meeting; (g) give the Company and its legal counsel a reasonable opportunity to review and comment on drafts of the Purchaser Circular and other related documents, and shall give reasonable consideration to any comments made by the Company and its counsel, and agrees that any information relating solely to the Company included in the event Purchaser Circular must be in a form and content satisfactory to the Company, acting reasonably; and (h) ensure that the Purchaser Circular complies in all material respects with all Laws, does not contain any Misrepresentation (except that Purchaser shall not be responsible for any information relating to the Company and its Subsidiaries contained in the Purchaser Circular). Without limiting the generality of the foregoing, the Purchaser Circular must include a statement that the Purchaser Board unanimously recommends that the Purchaser Shareholders vote in favour of the Purchaser Shareholder Resolution (the "Purchaser Board Recommendation"). (2) The Company shall provide to the Purchaser all information regarding the Company and its Subsidiaries that are required by Law to be included by Purchaser in the Purchaser Circular. The Company shall ensure that such information shall not include any Misrepresentation. (3) Each Party shall promptly notify the other Party if it becomes aware that the Purchaser Circular contains a Misrepresentation, or otherwise requires an adjournment pursuant amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to clauses the Purchaser Shareholders and, if required by Law, file the same with the Governmental Entities and as otherwise required. (a4) or (b) above, The Parties acknowledge and agree that the Purchaser Shareholder Meeting shall be reconvened as promptly as practicable following such time as may be, at the matters described in such clauses have been resolved, and in no event shall discretion of the Purchaser Shareholder Meeting be reconvened on a date that is later than five (5) Business Days prior to April 25, 2019 (the “Outside Closing Date”)special meeting or an annual general and special meeting of Purchaser Shareholders.

Purchaser Shareholder Meeting. (1) The Purchaser shall, as promptly as practicable after being advised by the staff of the SEC that the staff of the SEC has no further comments on the Proxy Documents, establish a record date : (which date shall be mutually agreed with the Companya) for, duly call, give notice of, convene and hold conduct the Purchaser Shareholder Meeting. Meeting in accordance with Purchaser’s Constating Documents and Law as soon as reasonably practicable, and in any event on or before June 28, 2019, for the purpose of considering the Purchaser shall Shareholder Resolution and for any other proper purpose; (b) use its commercially reasonable best efforts to obtain schedule the Purchaser Shareholder Meeting on the same day and at the same time as the Company Meeting; (c) unless there has been a Company Change in Recommendation, solicit proxies in favour of the approval of the Required Approval Matters, including Purchaser Shareholder Resolution and against any resolution submitted by soliciting proxies as promptly as practicable in accordance any shareholder of the Purchaser that is inconsistent with applicable Law the Purchaser Shareholder Resolution and the Purchaser’s constitutional documents for completion of any of the purpose of approving the Required Approval Matters. Notwithstanding anything to the contrary contained in transactions contemplated by this Agreement, and the Purchaser shall be entitled may at its own expense, or will ‎if so requested by the Company and at the Company’s expense, retain and use the services of investment dealers and proxy solicitation ‎services firms to adjourn solicit proxies in favour of the approval of the Purchaser Shareholder Meeting Resolution; (ad) to ensure that any supplement permit the Company to, at the Company’s expense, on behalf of the management of the Purchaser, directly or amendment to through a soliciting dealer, actively solicit proxies in favour of the Proxy Statement Purchaser Shareholder Resolution on behalf of management of the Purchaser in compliance with Law and disclose in the Purchaser Circular that the board of directors of Purchaser has determined Company may make such solicitations; (e) consult with the Company in good faith is required by applicable Law is disclosed to Purchaser’s shareholders fixing the record date for, and for such supplement or amendment to be promptly disseminated to Purchaser’s shareholders prior to date of, the Purchaser Shareholder Meeting, (b) if, as give notice to the Company of the time for which the Purchaser Shareholder Meeting is originally scheduled and allow the Company’s representatives and legal counsel to attend the Purchaser Shareholder Meeting; (f) promptly advise the Company, at such times as set forth in Company may reasonably request and at least on a daily basis on each of the Proxy Statement), there are insufficient Purchaser Ordinary Shares represented last seven (either in person or by proxy7) Business Days prior to constitute a quorum necessary to conduct the business to be conducted at date of the Purchaser Shareholder Meeting, or (c) by ten (10) Business Days in order as to solicit additional proxies from shareholders in favor the aggregate tally of the adoption proxies received by Purchaser in respect of the Required Approval Matters; provided, that Purchaser Shareholder Resolution; (g) promptly advise Company of any written communication from any Purchaser Shareholder in opposition to the event of an adjournment pursuant Purchaser Shareholder Resolution; (h) not change the record date for the Purchaser Shareholders entitled to clauses (a) or (b) above, vote at the Purchaser Shareholder Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved, and in no event shall connection with any adjournment or postponement of the Purchaser Shareholder Meeting unless required by Law; and (i) at the reasonable request of the Company from time to time, provide the Company with a list of (i) the Purchaser Shareholders, together with their addresses and respective holdings of Purchaser Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Purchaser to acquire Purchaser Shares, and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Purchaser Shares, together with their addresses and respective holdings of Purchaser Shares. The Purchaser shall from time to time require that its registrar and transfer agent furnish the Company with such additional information, including updated or additional lists of Purchaser Shareholders, and lists of securities positions and other assistance as the Company may reasonably request in order to be reconvened able to communicate with respect to the Arrangement with the Purchaser Shareholders and with such other Persons as are entitled to vote on the Purchaser Shareholder Resolution. (2) The Parties acknowledge and agree that the Purchaser Shareholder Meeting may be, at the discretion of the Purchaser, acting reasonably, a date that is later than five (5) Business Days prior to April 25, 2019 (the “Outside Closing Date”)special meeting or an annual general and special meeting of Purchaser Shareholders.